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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 29, 2025
ONAR Holding Corporation |
(Exact name of registrant as specified in its charter) |
Nevada | | 00-56012 | | 47-2200506 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
990 Biscayne Blvd, 5th Floor Miami, FL 33132
(Address of principal executive offices)
Registrant’s telephone number, including area code (213) 437-3081
____________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | ONAR | | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective September 29, 2025, ONAR Holding Corporation (the “Company”) amended its Articles of Incorporation (as amended, the “Articles of Incorporation”) to increase the authorized number of shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company from 450,000,000 shares to 1,000,000,000 shares (the “Amendment”).
As previously disclosed in the Company’s Definitive Information Statement, as filed with the United States Securities and Exchange Commission on Schedule 14C on August 20, 2025, the Amendment was approved by the Company’s board of directors on July 30, 2025, subject to stockholder approval, and subsequently approved by written consent of approximately 83.5% of the voting power of the Company’s outstanding Common Stock.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
The information reported in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | |
3.1 | | Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated September 29, 2025. |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONAR Holding Corporation | |
| (Registrant) | |
| | | |
Date: October 2, 2025 | By: | /s/ Claude Zdanow | |
| Name: | Claude Zdanow | |
| Title: | Chief Executive Officer | |
